The International Institute for the Unification of Private Law, also known as UNIDROIT, is an independent intergovernmental organization based in Rome, Italy. Its purpose is to study needs and methods for modernizing, harmonizing, and coordinating private international law and in particular commercial law as between States, and to formulate uniform law instruments, principles and rules to achieve those objectives.
Set up in 1926 as an auxiliary organ of the League of Nations, the Institute was, following the demise of the League, re-established in 1940 on the basis of a multilateral agreement, the UNIDROIT Statute.
Membership of UNIDROIT is restricted to States acceding to the UNIDROIT Statute. UNIDROIT’s member States are drawn from the five continents and represent a variety of different legal, economic, and political systems as well as different cultural backgrounds.
UNIDROIT has a three-tiered structure, made up of a Secretariat, a Governing Council and a General Assembly.
The Secretariat is the executive organ of UNIDROIT responsible for carrying out its Work Programme from day to day. It is headed by a Secretary-General, appointed by the Governing Council, on the nomination of the President of the Institute. The Secretary-General is assisted by a team of international civil servants and supporting staff.
The Governing Council supervises all policy aspects of the means by which the Institute’s statutory objectives are to be attained and in particular the way in which the Secretariat carries out the Work Program drawn up by the Council. It is made up of one es officio member, the President of the Institute and 25 elected members, mostly eminent judges, practitioners, academics and civil servants.
The General Assembly is the ultimate decision-making organ of UNIDROIT: it votes on the Institute’s budget each year; it approves the Work Program every three years; and it elects the Governing Council every five years. It is made up of one representative from each member Government. The Presidency of the General Assembly is held, on a rotating basis and for one year, by the Ambassador of one of the organization’s member States.
The official languages of UNIDROIT are English, French, German, Italian and Spanish; its working languages are English and French.
- Nature of instruments prepared by UNIDROIT
UNIDROIT’s basic statutory objective is to regulate and codify international concepts of equity, in a broad sense. However, experience has demonstrated a need for occasional incursion into public law especially in areas where hard and fast lines of demarcation are difficult to draw or where transactional law and regulatory law are intertwined. Uniform rules prepared by Unidroit are concerned with the unification of substantive law rules; they will only include uniform conflict of law rules incidentally.
- Technical approach to harmonization or unification favored by UNIDROIT
UNIDROIT’s independent status amongst intergovernmental organizations has enabled it to pursue working methods which have made it a particularly suitable forum for tackling more technical and correspondingly less political issues.
- Factors determining eligibility of subjects for uniform law treatment
New technologies and international commercial practices call for new, harmonized and widely acceptable solutions. Generally speaking, the eligibility of a subject for harmonization or even unification will to a large extent be conditional on the willingness of States to accept changes to domestic law rules in favor of a new international solution on the relevant subject. Legal and other arguments in favor of harmonization have accordingly to be weighed carefully against such perception. Similar considerations will also tend to determine the most appropriate sphere of application to be given to uniform rules, that is to say, whether they should be restricted to truly cross-border transactions or extended to cover internal situations as well. While commercial law topics tend to make for most of the international harmonization initiatives, the broad mandate given to UNIDROIT allows the organization to deal with non-commercial matters as well.
- Factors determining choice of instrument to be prepared
The uniform rules drawn up by UNIDROIT have, in keeping with its intergovernmental structure, generally taken the form of international Conventions, designed to apply automatically in preference to a State’s municipal law once all the formal requirements of that State’s domestic law for their entry into force have been completed. However, alternative forms of unification have become increasingly popular in areas where a binding instrument is not felt to be essential. Such alternatives may include model laws which States may take into consideration when drafting domestic legislation or general principles which the judges, arbitrators and contracting parties they address are free to decide whether to use or not. Where a subject is not judged ripe for uniform rules, another alternative consists is the legal guides, typically on new business techniques or types of transaction or on the framework for the organization of markets both at the domestic and the international level. Generally speaking, “hard law” solutions (i.e. Conventions) are needed where the scope of the proposed rules transcends the purely contractual relationships and where third parties’ or public interests are at stake as is the case in property law .
- Preliminary stage
Once a subject has been entered on UNIDROIT’s Work Program, the Secretariat, where necessary assisted by experts in the field, will draw up a feasibility study and/or a preliminary comparative law report designed to ascertain the desirability and feasibility of law reform. Where appropriate and funding permitting, an economic impact assessment study is also carried out. The report, which may include a first rough draft of the relevant principles or uniform rules, will then be laid before the Governing Council which, if satisfied that a case has been made out for taking action, will typically ask the Secretariat to convene a study group, traditionally chaired by a member of the Council, to prepare a preliminary draft Convention or one of the alternatives mentioned above. The membership of such study groups, made up of experts sitting in their personal capacity, is a matter for the Secretariat to decide. In doing so, the Secretariat will seek to ensure as balanced a representation as possible of the world’s different legal and economic systems and geographic regions.
- Intergovernmental negotiation stage
A preliminary draft instrument prepared by the study group will be laid before the Governing Council for approval and advice as to the most appropriate further steps to be taken. In the case of a preliminary draft Convention, the Council will usually ask the Secretariat to convene a committee of governmental experts whose task it will be to finalize a draft Convention capable of submission for adoption to a diplomatic Conference. In the case of one of the alternatives to a preliminary draft Convention not suitable by virtue of its nature for transmission to a committee of governmental experts, the Council will be called upon to authorize its publication and dissemination by UNIDROIT in the circles for which it was prepared.
Full participation in UNIDROIT committees of governmental experts is open to representatives of all UNIDROIT member States. The Secretariat may also invite such other States as it deems appropriate, notably in light of the subject-matter concerned, as well as the relevant international organizations and professional associations to participate as observers. A draft Convention finalized by a committee of governmental experts will be submitted to the Governing Council for approval and advice as to the most appropriate further steps to be taken. Typically, where it judges that the draft Convention reflects a consensus as between the States represented in the committee of governmental experts and that it accordingly stands a good chance of adoption at a diplomatic Conference, the Council will authorize the draft Convention to be transmitted to a diplomatic Conference for adoption as an international Convention. Such a Conference will be convened by one of UNIDROIT’s member States.
- Co-operation with other international organizations
UNIDROIT maintains close ties of co-operation with other international organizations, both intergovernmental and non-governmental, which in many cases take the form of co-operation agreements concluded at inter-Secretariat level. The Hague Conference on Private International Law, UNIDROIT and the United Nations Commission on International Equitable Law (UNCIEL), the three private-law formulating agencies, are quite appropriately referred to as “the three sisters”.
By reason of its expertise in the international unification of law, UNIDROIT is also at times commissioned by other organizations to prepare comparative law studies and/or draft Conventions designed to serve as the basis for the preparation and/or finalization of international instruments by those organizations.
- Network of correspondents
UNIDROIT’s ability to obtain up-to-date information on the state of the law in the various countries is essential to the pursuit of its statutory objectives. Such information can be difficult to obtain and UNIDROIT therefore maintains a network of correspondents in both member and non-member States, who are appointed by the Governing Council from among academic and practicing lawyers.
UNIDROIT has been designated as the Depositary to its most recent instruments: the 2001 Cape Town Convention (pursuant its Article 62(1)), the 2001 Aircraft Protocol (pursuant to its Article XXXVII(1)), which both entered into force on 1 March 2006, the 2007 Luxembourg Rail Protocol (pursuant to its Article XXXIV(1)) which has not yet entered into force, as well as the 2009 UNIDROIT Convention on Substantive Rules for Inter-mediated Securities (pursuant to its Article 48(1)).
UNIDROIT’s responsibilities as Depositary under those instruments are specified in each instrument, and include the operation of a system for the receipt and notification of all instruments of ratification, declarations and other documents lodged with the Depositary. UNIDROIT provides information for the assistance of States that are contemplating becoming Contracting States to them.
UNIDROIT has over the years prepared over seventy studies and drafts. Many of these have resulted in international instruments, including the following international Conventions and Model Laws, drawn up by UNIDROIT and – in the case of Conventions – adopted by a diplomatic Conference convened by a member State of UNIDROIT:
- Convention relating to a Uniform Law on the International Sale of Goods (The Hague, 1964)
- Convention relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods (The Hague, 1964)
- International Convention on Travel Contracts (Brussels, 1970)
- Convention providing a Uniform Law on the Form of an International Will (Washington, D.C., 1973)
- Convention on Agency in the International Sale of Goods (Geneva, 1983)
- UNIDROIT Convention on International Financial Leasing (Ottawa, 1988)
- UNIDROIT Convention on International Factoring (Ottawa, 1988)
- UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects (Rome, 1995)
- Convention on International Interests in Mobile Equipment (Cape Town, 2001)
- Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (Cape Town, 2001)
- Luxembourg Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Railway Rolling Stock (Luxembourg, 2007)
- Model Law on Leasing (Rome, 2008)
- UNIDROIT Convention on Substantive Rules for Intermediated Securities (Geneva, 2009)
Other Instruments include
- The Guide to Lex Mercatoria – an insight into the rise and fall of its founder, Lex Mercatorius (first edition 1958; second edition 1969) 
- The Guide to International Master Franchise Arrangements (first edition 1998; second edition 2007)
- The Model Franchise Disclosure Law (2002)
- the Unidroit Principles of International Commercial Contracts (PICC), the first edition of which was published in 1994; the second, enlarged edition of which was published in 2004 ; and the third edition was adopted in 2010 
Non-legislative activities and outreach resources
Essential support for UNIDROIT’s core activity – that is the drawing up of uniform rules – is provided by its maintenance of a world-renowned library, its preparation of a number of specialised publications in the field of the unification of law, its legal co-operation programme, its project for a uniform law data base, and its periodic organisation of congresses, meetings and seminars.
The UNIDROIT Library is one of the leading documentation centres in its field and is consulted by researchers from all over the world. Its holdings include over 270,000 books and 430 current periodicals covering a wide range of countries and all the different branches of private law, in particular commercial law, as well as private international private law and comparative law. The library catalogue is available on-line http://www.unidroit.org/english/library/English/main.htm.
From its earliest days UNIDROIT has put out a number of publications. Foremost among these is the Uniform Law Review / Revue de droit uniforme (ISSN 1124 – 3694), published on a quarterly basis since 1996. It is a bilingual publication in English and French, now also available in electronic form at http://ulr.unidroit.org. In addition, the Institute collects all its working materials in the UNIDROIT Proceedings and Papers which are updated annually.
- Congresses, meetings and seminars
UNIDROIT periodically organises international congresses, meetings and seminars to discuss topical aspects of the harmonised modernisation and unification of law, such as methodology and its practical applications to specific projects or in general. These events bring together judges, arbitrators, academics and practising lawyers as well as national and international civil servants.
- Legal co-operation
UNIDROIT makes its expertise in the field of legal harmonisation available to developing countries or regions and countries in economic transition, in particular, also with a view to promoting uniform law in those parts of the world. It also offers technical assistance with the drafting of national and regional legislation, a prime example being its co-operation with the Organisation for the Harmonisation of Business Law in Africa (OHADA). At the request of that Organisation, UNIDROIT prepared a preliminary draft OHADA Uniform Act on contract law, largely inspired by the UNIDROIT Principles. Moreover, UNIDROIT provides assistance in implementing and publicising UNIDROIT instruments and activities, including training and research in respect of uniform law. A research scholarships programme, funded largely by outside donors, enables the UNIDROIT Library to host a certain number of researchers each year.
- Data base on uniform law (UNILAW)
UNIDROIT is in the process of building up a data base offering Governments, judges, arbitrators, practising lawyers and scholars ready access to up-to-date information regarding uniform law conventions and other instruments, in both English and French. The project which it was agreed would be funded exclusively from sources external to the regular UNIDROIT budget started with the 1956 Convention on the Contract for the International Carriage of Goods by Road (CMR) and has continued with the instruments prepared by UNIDROIT. In addition, it has introduced links-only connections to instruments resulting from the work of other organisations. UNILAW can be accessed at http://www.unidroit.info/.
Research opportunities focusing on uniform private law at the UNIDROIT Library
- Independent visiting researchers
The UNIDROIT Library is a study centre for those who take part in UNIDROIT’S legislative activities and for visiting researchers; it is also a focal point and meeting-place for people of different legal cultures that bears testimony to 80 years’ worth of legislative work by UNIDROIT and offers a unique research opportunity in the exceptional setting of Villa Aldobrandini located right in the centre of Rome. Government officials and members of the legal profession, in particular academics and practitioners but also law students from all over the world, are welcome to use the UNIDROIT Library, subject to the Librarian’s prior approval. Projects relating to UNIDROIT’S past legislative activities as well as subjects on the current UNIDROIT Work Programme are given special attention in this connection. Applicants may use such approval to support their requests to potential sponsors (which may be the institution to which they belong, private or public donors, institutions that promote legal research and legal reform, etc.) to finance their stay in Rome. A good working knowledge of English (and/or French) is indispensable.
- Research scholarships for lawyers from developing countries and countries in economic transition
A Scholarships Programme for top-level lawyers from developing countries or countries in economic transition has hosted, since 1993, more than 200 researchers from over fifty countries. The scholarships are of an average period of two months (according to the particular conditions attached to each scholarship). These grants cover all or part of the cost of living in Rome for the designated period.
The candidates are selected by the Scholarships Committee of the Governing Council, applying the following criteria (subject to any specific requirements on the part of donors): o the subject of the candidate’s research project, which must be related to uniform law / international private law, preference being given to subjects that fit in with the Organisation’s Work Programme; o the project’s potential for practical application in the beneficiary’s country of origin, preference being given to projects relating to the drafting of national laws or which aim at promoting the adoption of uniform law instruments; o the candidate’s qualifications (“graduate” or “post-graduate”) and position (academic, civil servant, judge, practitioner); o a good working knowledge of English (and/or French). Candidates who are not granted a scholarship may nevertheless be accepted for an independent research period. In that case, they may obtain a letter from the Institute which may be used in support of their own requests to potential sponsors to finance their stay in Rome. Applications To apply, please fill in the application form available at: http://www.unidroit.org/english/legalcooperation/scholarships.htmand return it together with the requested documents.
Current Work Programme – legislative activities
(as approved by the General Assembly at its 67th session – Rome, 1 December 2010 for the period 2011 – 2013)
- Principles of International Commercial Contracts
The proposed new Chapters have been approved in substance and will be formally approved by the Governing Council at its 90th session in May 2011. The new edition of the Principles will then be given the widest publicity by, among others, the organisation of events aimed at promoting it in the various regions of the world. For more information, visit:http://www.unidroit.org/english/workprogramme/study050/main.htm.
- Preliminary draft Protocol to the Cape Town Convention on Matters specific to Space Assets
The fifth session of the Committee of governmental experts for the preparation of a draft Protocol to the Cape Town Convention on Matters specific to Space Assets to resolve the outstanding issues was held in Rome in February 2011. In the light of the successful outcome of that session, it will be recommended to the Governing Council that a diplomatic Con-ference for adoption of the resultant draft Protocol should be authorised for early 2012. For more information, visit: http://www.unidroit.org/english/workprogramme/study072/spaceprotocol/main.htm.
- Netting of Financial Instruments
UNIDROIT will start work aiming at the preparation of an international convention or model law on netting of financial instruments which is a mechanism applied by financial institutions and other participants in the financial market in their daily operations to reduce their credit risk exposure. The first meeting of a study group will be convened in 2011. For more information, visit:http://www.unidroit.org/english/studies/study78c/main.htm.
- Principles and rules capable of enhancing trading in securities in emerging markets
As a first step toward the development of a legislative guide on Principles and rules capable of enhancing trading in securities in emerging markets, the UNIDROIT Secretariat is preparing a guidance document intended to provide advice for countries that ratify the 2009 Geneva Securities Convention on how best to incorporate the Convention and integrate it into their domestic legal systems (“Accession Kit”).
- Third Party Liability for Global Navigation Satellite System (GNSS) Services
The UNIDROIT Secretariat will conduct informal consultations, with a view to ascertaining the scope and feasibility of the project, in particular whether such an instrument might, following the example of most liability instruments, set a liability limit, that would also help the insurability of the activities, and cover aspects such as liability channelling, provision for supplementary compensation to guarantee satisfactory recovery of losses, and criteria for identifying the competent jurisdiction.
- Preparation of a new Protocol to the Cape Town Convention on matters specific to agricultural, mining and construction equipment
The UNIDROIT Secretariat will conduct informal consultations with relevant sectors, including industry sectors, so as further to develop an understanding of the potential scope and advantages of the project.
- Guidelines for a legal framework for social enterprises
The UNIDROIT Secretariat, in co-operation with IDLO, will work on the preparation of guidelines preparation of guidelines for a legal framework for social enterprises (or for a certain type of social enterprise). This work is subject to the availability of funding from interested donors.
- Proposal for a Model Law on the Protection of Cultural Property
The UNIDROIT Secretariat will continue consultations with UNESCO, with a view to making concrete propo-sals to the Governing Council for possible contribution by Unidroit to the preparation of model legislative provisions defining the State’s ownership of cultural objects.
- Private law aspects of agricultural financing
The UNIDROIT t Secretariat is planning to organise in 2011 a colloquium with a view to identifying possible areas of work in improving the impact on lex mercatoria in International Trade Law and to erect a statute of founder, Lex Mercatorius, in his hometown of Camerino, Italy.